Spider-Man: Cats and Kings
by Sensational Spider-Fan
Summary: A spin-off of Face It Tiger You Just Hit The Jackpots. Madame Web continues her efforts to repopulate the multi-verse with Spiders or in this case Spider-Cats offering the second safe world available for this to one world's Felicia and whatever counterparts she brings with her. What will 1313 Peter do when confronted with the prospect of a harem of Black Cats.
1. The Complete Prelude

**Spider-Man: Cats and Kings**

**The Complete Prelude**

**A Pocket Dimension**

Madame Web had finished recruiting her counterparts for the Marvel 777 Universe she could discern from the web that the Master Weaver/Future Karn had found the opportunity to conceal another world from The Inheritors senses manipulating the web like that was a difficult task akin to removing pieces in an infinitely more complicated and challenging form of Jenga. His power was diminishing the more the Spiders died and nearly all he had was spent transporting the Inheritors from world to world as a result this the second world would be unable to support the same level of multi-verse travel as the previous one without being compromised the number of women she could bring was restricted to 11 and if by some miracle the Weaver was able to isolate a third world there would be even less they could do with it. There were plenty of parties that had an interest in the Parker's multi-versal presence the divine and demonic, the natural order and its many components even the very elements of reality and their personifications. So the question of what women to introduce into this second world was something to consider. If she were to most directly serve the interest of The One Above All she'd fill it with her own counterparts like the last one the Master Weaver on the other hand representing the Spider component of the totemic system would prefer her to pick spider-powered women and Eternity, Death and all of the other such forces all had their own taste all working to entrenching there preferences in the development and makeup of new worlds. All these forces played a massive part in Peter Parker's/Spider-Men's lives as far back as the moment he was bitten. But that was the thing even though 982 Mary Jane was now Madame Web and a spider-totem working for The Master Weaver in concert with Doom, Kang and the army of Spider-Totems her mission was simply repopulation of the totems and she could do that any manner she wanted. Web pondered taking a break staying in the 777 universe for a few more days to think it over. It's weird but more than anything Mary Jane felt she could use a friend one would think that a large collection of alternate universe counterparts most of whom had been widowed in the same way would make a good support group but it didn't she wanted a friend she could talk to not Peter or one of her counterparts but someone reliable who already knew he was Spider-Man Felicia immediately came to mind. Then she realized Felicia was a perfect candidate for Site B. She had a long history with Spider-Man and was a totem herself setting her up with Peter would align the Cat totem with the Spider setting them against the Inheritors and the more Hardy's were brought into the mix the more that aggression would be reinforced the offspring would stand a far greater chance of developing powers and some might even be born Spider-Cat's with the powers of two totemic lineages at their disposal. These arguments however were entirely rational just another one of hundreds of possibilities in her mind there was one very personal reason why Web made the final decision to hand over the second world to her. After the wedding of Peter and MJ Black Cat continued to routinely fight by Spider-Man's side as the Black Cat each confrontation with no ulterior motive or heroic compulsion her helping Peter wasn't even the result of a vain hope that he'd fall in love with her again it was pure love without thought of reward year after year she proved herself a most loyal friend a far cry from the amoral and lustful nature of her earlier years Felicia had saved her husband's life over a half a dozen times and as a result she enjoyed over fifteen more years with him as she would otherwise she owed her for her children as well if she hadn't backed him up the first time she might not even have had the chance to become pregnant with May. While The Weaver actually performed the act of sheltering the worlds the selection of worlds was something he left to Madame Web (With the exception of Stan Lee's newspaper strip universe) Web had picked the 777 universe before now that she'd chosen Felicia as the lucky woman/women to take part in this she had to select the ideal world for their purposes the field of candidates that hadn't already lost their spider-totems was relatively small but it took her a mere moment to find the best choice the Marvel 1313 Universe and relay her decision to the Weaver. Madame Web then scanned the web of life searching for a place to start in the recruiting. The question lay in which Black Cat to recruit first. Once it was all set up she wanted to put the recruiting into one of their hands. (with the exception of her own world's she owed it to her to extend her offer in person) There was only so much time one had when they were trying to avert the end of everything and she wanted to spend that with her own counterparts. Madame Web remembered five years ago talking with Felicia about the early days of her marriage with Peter when Hardy tried to wait them out. Mary Jane really pitied her she had been in Europe when Peter and her married and found out in a manner that was unpleasant to say the least. She had returned to the city and began looking for Peter she had matured in her absence and was ready to do things right however when she entered Peter's old apartment it was abandoned. (Peter and MJ had moved after their first encounter with Venom.) Venom appeared immediately afterward also looking for the Parker's and the two fought the villain overpowered Cat easily broke her nose and informed her of Peter's marital status. It was a very unpleasant way to find out to say the least. Web narrowed her search for the first Hardy to recruit down to the world's where that unpleasant encounter was near except for differences that were literally microscopic the timelines of those worlds were all the same at that point it wasn't until later that they would become more diverged all that is except for one. A difference that could significantly complicate the life of its resident Peter Parker but one that could prove very useful if she could be convinced to "jump tracks" leaving her world for another.

**Marvel 1984**

**The idea of Hardy having an illegitimate child from her time with Parker comes from Bill Mantlo the man who wrote the first half of the couple's first relationship. I thought it could provide an interesting angle while leaving a Felicia to lead that was not too different from the 616 and 1313 versions.**

Spider-Man and Black Cat had broken up a number of months ago she had spent that time hiding in Europe again to sort things out her plans for an inter-continental crime spree however were abandoned before she even left the airport as she suffered morning sickness. Felicia was quite surprised by the pregnancy and lied low in a city near the Alps until her child was delivered a healthy girl she named Katharine. Cat had certainly been forced to reevaluate her life since her departure from New York but one thing hadn't changed her intention to see if third time was the charm and reunite with her Spider. Their baby needed a father and Mr. Responsibility wasn't going to turn her down now that she was the mother of his child. She took a private jet back to the city as soon as she was sure she could bring her daughter safely and moved into a penthouse. Now she was exploring the skyline of New York City on a path towards the apartment she'd once moved in with Peter. She was stopped however by the sudden appearance of a blind woman in her path.

"Hello Ms. Hardy looking for Peter I'm afraid he's moved."

"Who are… wait Mary Jane what happened to you… you look so…"

"Old yes I'm nearly two decades older than the woman you know."

Felicia was tempted to make some rude remark to the supermodel but she realized there was a more plausible explanation than a defective product.

"You're her future self aren't you? Trying to get revenge by keeping us apart is that it? Or did I send you? Wait if you're from the future what happens to my daughter does she…"

"Felicia I'm not from the future. I'm a visitor from an alternate universe in my world we eventually became friends."

"Wait you said Peter moved why?"

"In your world as in mine he married me and shortly afterward a villain who knew his identity broke in and terrorized us."

"He's married?" she said trying to hold back a tear

"Yes and if I didn't stop you from searching for him that same villain would encounter you and trash that pretty face of yours."

"You helping me out its strange why go this far from home."

"I needed a hobby. Now you're daughter has she manifested any powers yet?"

"No! Of course not she's only a month old! Now why are you here?"

Madame Web explained the situation and her proposal. Black Cat would join her mission to repopulate the multi-verse with Spiders and get another world and its Peter all to herself so long as she selected and recruited an ideal array of counterparts Web gave her the target of 11 Cat's including herself but didn't explain why.

"So are you up for it?"

"You know what MJ I think I'll take you up on your offer."

"Really?"

"Didn't anticipate that did you? I thought you could see the future."

"I can but there is so much information and reality is so damaged that there are some limitations with what I can see honestly it's a miracle that my brain doesn't catch fire."

"It's one thing to share him it's another thing to actively recruit other women even if they are your counterparts why'd you be so keen on the idea."

"Contrary to what you may believe Red I never intended for this lifestyle to last forever I wanted to settle down and have kids eventually even teased him once about mixing cats with spiders but I didn't see any rush Spider and I had power and freedom that very few have I wanted us to enjoy our youth first. But that changed when I found out I was pregnant. My only thought was of the life within me, she was a precious product of Spider and I's love she was so fragile and I had to look after her. Needless to say I lost my interest in thrill-seeking I want this child to grow up with both parents and I'm inclined to accept your offer even if this other Spider turns out to be slightly inferior because you're offering me the best husband and father of my daughter I could hope for and if I pass away Katharine will have ten other mothers to raise her in my stead. Children really change you don't they?"

"My Peter and I had some children ourselves when I was pregnant the first time I told him that I was willing to endure anything that up to that point we had no limit but now that we we're bringing a child in the world there were limits. Honestly even now I don't know what they were Peter later tried to kill me while I was still pregnant under the influence of a post-hypnotic suggestion and I still didn't leave him but still children certainly does change things. You won't be normal by any means I'm sure you'll make a happy family."

"I'm grateful for this second chance but what if this Peter rejects me as well?"

"He's not going to abandon you and you're child even if it's not technically his you can trust me Felicia because I choose the one world in the entire multi-verse where he married you. By the time you arrive you're counterpart will have been murdered by a mercenary some time ago if it doesn't work there then you better just give up on Parker's altogether."

"Well I can certainly say you put some effort into it. But why did you come to me first? Why pick me to lead this group?"

"First you've already born a child with him that qualifies you as a candidate pretty well and second while Peter and I's love was holy deeper and purer in form than mortal comprehension in terms of passionate emotion the feelings of the various Parker's for you're kind eclipses everyone else. Most of you need a lot of work but with the right development and leadership the Hardy girls can suit my purposes very well."

"That may all be true but there must be hundreds of Hardy's you could have chosen instead. There's something personally in it for you what."

"Okay you're right I don't want you and your child to intrude on the life of my late husband and I's counterparts. I see the web of life, fate and destiny so I've had the opportunity to observe the Inheritors spider-hunt the thing is most Spider-Men that are Peter Parker die alone but a disproportionately high number of my counterparts are killed or widowed by these thing it's yet another sign that they are agents of the great destroyer. I've seen that this Spider-Man will not be like the majority who have their lives drained out of them in their own homeworlds but he will be recruited into the army of Spider-UK he stands a 1/7th chance of making it to his 65th birthday with his wife. His Aunt's whole purpose in life was to pair him off with Mary Jane, for them to grow old together and to have many children I can't let you jeopardize that but I can make you an offer that is to our mutual benefit."

"Thanks for being honest with me Web I'm in."

"As I knew you would be."

"No one likes a precog."

"True most of us are frustratingly ambiguous unhelpful know it all's." Madame Web replied as she handed Felicia a utility belt.

"What's this?" Felicia asked

A gift you'll find in the pouches a small device that will let you travel from world to world the other pouches contain vials the pink ones are to ensure that your children's powers manifest if the genes are incomplete or dormant. The green ones are for transformation?"

"Transformation?"

"Peter's a Spider-Totem you're a Cat totem people with animal motifs are drawn together either in attraction or animosity the latter some animal themed people are totems that receive powers from nature they become part of the natural order while on the other hand there are pretenders who are universally hostile to the real deal. You fell in love with the Spider first because you recognized him as a totem but the Spider part of him is nearly dormant the Man dominates. These treatments will draw the primal side out of you and give you the powers of the Cat totem they are progressive and build on one another four treatments will bring you to your full potential but I advise you to be careful the Inheritors live off of totems and can sense them almost anywhere each treatment will make it easier for them to detect you and while most are exclusively hunting Spiders Daemos doesn't care if one of them touches you then there will be nowhere they cannot find you and if you enter one of the worlds were operating in afterwards it will no longer be shielded from them."

"Is that it?"

"One last thing."

Madame Web put her hands on Felicia's head and the anti-heroines mind was flooded with knowledge not even a small fraction of what Web saw in an hour but enough to give her a basic map of the Marvel Multi-Verse and an index of potential recruits.

"I know I can trust you not to make a complete train wreck of Peter's life so as long as you execute the mission there is only two conditions to our agreement. You must not get in the way of 1313's Peter and MJ you don't have to help my counterpart in any way but your group cannot get in their way. A pregnant Felicia is going to barge into 777 Peter's life soon and I've instructed my girls to be kind to her I expect the same from yours."

"Agreed."

"Oh you'll ignore it at the first opportunity but it won't matter I know the end from the beginning such is my blessing and curse."

"The second condition?"

"I get to pick one of the Felicia's you bring."

"Who?"

"Why my own worlds of course. Time goes a lot quicker in shielded worlds so make haste. Goodbye Felicia and good luck."

She left and Felicia reentered her penthouse. She quickly grabbed one of her pre-packed bags. Then she removed her baby from her crib and held her securely.

"We're going to see your father soon Katherine. Will you be good for him my little kitten?"

But Felicia didn't really wait for a response she knew she couldn't really afford to she reached for her remote and typed in a sequence a portal appeared in the room. The mother glanced quickly at one of the pink vials but decided to postpone that decision. Felicia stepped through the portal at an even pace infant in hand ready to embark on this new chapter of her life. Would fortune favor her or was she really just bad luck roving about in the world like a little Black Cat? Only time would tell.

**Marvel 982**

With her previous errand completed Madame Web returned to her home dimension she dearly wished her children May and Benjy had returned but there was no such luck. She was in the ruins of her home when April ambushed her or did as much as one could to a mother with unparalleled precognitive abilities.

"Mom you're alive!"

"Hello April I'm glad to know you survived that explosion."

"Oh it was no big deal I healed after a few hours."

When April had appeared it had been in her true form/Mayday's form not the disguise as her "cousin" that her morphing powers allowed April didn't need to tell her mother for her to know that she had assumed May's identity at school and elsewhere and she was curious what cover story she had made.

"I thought you'd all died in the fire why'd you leave was it because of me? Were you scared because I…? Is Dad?"

"I'm sorry he didn't make it."

Mary Jane explained the circumstances to her child or clone of her child.

"I love you April I want you never forget that."

"I love you to Mom and I promise that I'll be the best heroine this city has seen. And if those monsters come back I'll rip them to…"

"April haven't you learned anything. Why can't you be more like you're father?"

"I'm sorry it's just what they did to Dad…"

"I'm not saying I don't want you to use whatever means necessary if they come here but I don't want you to get consumed with revenge like May was she was raised better sometimes I wonder how our true daughter could have turned out like that."

April's mother was trying to manipulate her and she knew it but didn't care. She choose to keep any I told you so I'm your real daughter speech to herself for now and just replied with a question.

"These Inheritors how will they be dealt with?"

They will get what's coming to them there is an army of spiders battling them as we speak May is one of them."

"How do you."

"I know I see the web."

"You're Madame Web?"

"How do you know about that?"

"My spider-sense has gotten more acute since I last saw you sometimes I can see a few minutes into the future."

"April as long as this business goes on you're the only Parker in this world you are the only Spider-Girl protect this world remember what we taught you. You are your father's daughter and that means you can be the best superhero this world has ever seen. May Benjy and I we'll be back. We'll be a family again."

"I won't let you down Mom."

"I know dear."

The symbiote aspect of April's biology covered her and formed Mayday's costume. She began web swinging her destination Avenger's Mansion. With her chat with April over Madame Web returned to familiar home the residence of an old friend and rival her world's Felicia Hardy the Black Cat. She knocked the door and it opened to reveal a woman in her forties. Lacking the workouts her former lifestyle had provided Felicia wasn't in quite the shape she'd once been she'd aged and though she'd stopped dying it white years ago her blond hair was just starting to pale with age like Web however she was still quite stunning in spite of her age.

"It's you! How long it's been who cares. MJ I'm so happy to see you."

"I wish I could say the same Cat" She revealed her sightless eyes "but I'll never see you or anyone again."

"I'm so sorry did that happen in the fire? Were you burned?"

"No I recently was given a great deal of power and with it the greatest of responsibilities I lost my sight in the process."

"What happened? I spoke with your daughter the day after the fire but she was acting very strangely and said she wasn't there. Your home was half consumed in a fire, Peter's body was found dead and you and the kids disappeared? I may not be the Black Cat anymore but you still need to keep me in the loop at least so I can get Felicity to stop going out in that Scarlet Spider costume looking for May."

"You can tell her that May is alive and she'll return this all part of some interdimensional business it'll pass. How have you been?"

"Cat's Eye Security has fallen apart some thief a wanabee Black Fox was captured by my team his employer wasn't pleased he sent assassins they killed my entire staff, my friends and threatened my family if I were to interfere again."

"I can't imagine how it must have been like especially since you were close to…"

"I'm a big girl if all you have is sympathy you can leave what I need now is a friend."

"Felicia did you ever get over my husband."

"After all these years? Peter's dead and you're gonna let that ancient history get between us? I moved on married Flash."

"You also divorced him."

"Well what did you expect he's Flash?"

"Moving on isn't the same thing as getting over a person if a person gives up on something they want it doesn't mean they don't still desire it?"

"Why are you asking this question?"

"Because since the last time I saw you I've visited countless worlds and versions of the people in our lives and I found that while many Betty Brant's, Liz Allan's, Gwen Stacy's even our counterparts moved on none truly stopped loving Peter they all held him as a standard in their heart and mourned what was to never be. I just wanted to know if you could go back in time and end up with Peter would you?"

"No! At the cost of Gene and Felicity I would never!... Oh who am I kidding yes… yes okay I loved him I still loved him after you married him I loved him to his dying day I was sickeningly jealous of you waiting you two out! Are you happy! If I could go back I would do things differently I would… I would… Because he's… they just don't…"

"I understand Felicia."

"Why are you asking you can't be offering me time travel you'd never give up your life, your, memories you're children."

"No but what if I told you that the multi-verse is collapsing in a manner intimately connected with Peter Parker that in addition there is a family of nearly unbeatable killers that slayed our Peter and thousands of his counterparts across all reality, that as Madame Web I have been entrusted with the task of gathering Peter's loves from many world's and deposit them in two protected world's where they can restore the spider population. That you Felicia were one of the first woman I came to offer this chance."

"I'd tell you what you just said sounded like a bad fanfiction."

"Maybe but the offer is very real."

"I'll take your word for it but Peter our Peter is dead you're going to have to accept it you can't just continue where you left off with…"

"Felicia this isn't about you or me… So how about it?"

"I would have to be able to commute here and back."

"Absolutely."

"I want to be able to see my kids whenever I want."

"They can come with you if you want or visit themselves."

"And if this comes back to…"

"It won't trust me…" Madame Web began contemplating her offer and chuckled a bit.

"What?"

"It's just that I came to your door and offered the world brings back memories. Face It Tiger You Just Hit The Jackpot."

"Okay now I know you're on something."

Madame Web didn't answer she simply opened the portal no words were spoken after a moment Ms. Hardy entered the portal leaving the front door open which ironically resulted in the master thief's home being looted.

**1540**

**Note: If it isn't obvious this is the universe of the Spectacular Spider-Man cartoon. **

Felicia Hardy perched on the gargoyle of the building she had shared her first kiss with Spider-Man grieving and reflecting on her life. Felicia had been born into a family that was financially well off in no small part due to her father's career as a professional cat burglar. Always close her relationship with her father grew only stronger after her mother passed when she was at the age of 6. Ms. Hardy never gave people a very strong idea of what she wanted to do as she got older though it was clear whatever it was would have to be a bit more exhilarating than a desk job. Though not a genius she performed well in school and was the head of the cheerleading squad. She discovered her father's true profession at the age of sixteen and by the time he was arrested three months after she graduated high school she had learned everything she needed to be not only her father's equal but a superior successor. Felicia had first encountered the webslinger when she attempted to steal the Venom symbiote from the lab of Curt Connors Spider-Man had showed up and tried to stop her but they were interrupted by the arrival of the Chameleon disguised as Connors. She later offered to help him catch the supervillain as he attempted to rob a boat that was being used for a political fundraiser filled with the city's wealthier citizens Spider had no idea that she used him as a distraction to steal a tiger-head shaped jewel from the mayor. Though they both continued to operate for a couple months they didn't encounter one another until the day Spider-Man volunteered to test the security at a supervillain prison designed by Oscorp it just so happened that it was the same day Black Cat executed her plan to break her father out of prison and to further complicate things the Green Goblin arrived and hacked the facility taking control of the entire prison and freeing all the inmates from their cells. Once again Spider-Man and Black Cat found themselves working together. Felicia proposed a simple trade her assistance in keeping the prisoners from escaping and him looking the other way when she extracted her father it was a good deal a dozen supervillains for one old man it wasn't an offer one would likely refuse especially coming from her but Spider acted very weird not only was he determined that Walter stay imprisoned which she could understand though not tolerate if it was just a matter of him being a boy scout but it was clearly coming from an emotional place and he was quite hostile not aware of Spider-Man's involvement in her Father's incarceration she wondered what kind of history there was between them. In the end her heart was broken as the villains were lured into a room that was flooded with tranq gas which Walter manually released from within in some misguided attempt to redeem himself. She thought she could never forgive Spider for that he was the hero he was supposed to be the one that did stuff like if he had her father would be with her in the armored car as she drove off into the sunset. As she began to leave however she saw Spider-Man battling the Green Goblin on the roof of the prison and a moment later she saved him delivering a mighty kick to his glider which contributed to his hasty retreat. She still wasn't sure why whether she still had feelings for him at that point or merely spared him so that she'd have a chance at revenge at a later time. A month passed and seeking its former host the Venom symbiote exited the sewers and broke into Ravencroft it found Eddie Brock and bonded to him once more. Venom sought Felicia the next day and proposed an alliance to get revenge on the webslinger. In the breakout however Venom had spawned another symbiote Carnage it bonded with the serial killer Cletus Kassidy who freed all the patients and allied with Shriek and Carrion to inflict Maximum Carnage. When Eddie and Felicia found out what was happening mid-battle with Spider-Man they formed a temporary truce for the greater good. It was a war that lasted for a solid week until it reached its final hours. The two parties fought ferociously the battle only ending when in a laboratory Spider-Man positioned himself within the radius of a powerful sonic device Carnage was lured in Kassidy lost consciousness and his symbiote oozed off to be promptly contained but not before they managed to stab Spider-Man quite a bit. Peter's knees gave way as his allies turned off the sonic device and approached him. Parker tried to make some corny jokes but as his costume and the floor under him continued to be inundated with blood it was clear he wasn't going to make it. At the spur of the moment Felicia yanked his mask off and kissed him as they parted she apologized for the trouble she'd given him Peter forgave her and said he was proud of what she'd done the past week. Though Venom resolved to serve as a replacement vigilante a Lethal Protector as it were. She couldn't let him die without knowing his name she asked him he gave it and she gasped. As the last bit of life ebbed out of Peter he expressed his satisfaction his life may have been short dying at the age of 17 but in the year since he'd been bitten he had stopped every supervillain, shut down every crime lord and neutralized every threat that had presented itself in his city he was leaving the world all right but he was leaving New York as safe place for his friends, family and it's millions of other residents. Less than a day had passed before word spread of what had transpired in the final battle between Spider-Man and Carnage as well as the identity of New York's protector his funeral was the largest in the city's history. Felicia had watched the procession from above Parker had been the nephew of the man her father gunned down that's why he wouldn't let her father go. And to think just days ago she had half a mind to kill him herself. In the days that followed she had disguised herself and posed as one of the many reporters that interviewed his loved ones what had been an attraction that morphed into hatred had now become a fixation over what could have been and how to make amends. So as she rested on that gargoyle she had a lot to think about her life and what to do next and which side of the law to operate on. With all the other superhumans and crime figures either dead or imprisoned she could augment her collection steal anything she wanted unchallenged or if it was power she wanted with a little effort she could easily become New York's Queen of Crime especially if she got to work before this new Wilson Fisk guy was able to consolidate his power on the other hand she could learn a thing from that courageous nerdy naïve wisecracking insufferable boy scout and become a heroine or she could put the costume away and join the rest of society that didn't race across rooftops operating outside the law… oh that last thing not really an option for her. Fortunately fate intervened to offer its own suggestion as on her way home she ran straight into a familiar looking woman in an even more familiar looking costume.

"Smerdyakov or just a fan girl cosplaying? Either way you're imitation leaves a lot to be desired. For one you're a good two or three inches too tall and you're voice sounds nothing like me."

"Oh I am Felicia Hardy just not a native I might tell you about it if you're interested."

"If you're still mad about me stealing the Malaysian Tiger tough luck all's fair in love and looting. Scram if you don't want this cat to scratch you."

"Still mourning Spider? Not sure of your next move? You were fighting him just a week before he died why the change of heart?"

"I'm not a monster I didn't want all those people to be slaughtered by those maniacs and I realized I loved Spider for the hero he was even if it could be frustrating at times. How was I to know his connection to Dad?"

"Dissapointing… you could have bothered to read the police reports like I did. I've been watching you for some time you've been out of the game just wandering around you could steal from anywhere if you wanted but there haven't been any heists since he passed why is that?"

"Because… Daddy wouldn't want me to and neither would he. Now what's your deal?"

"You wouldn't believe me if I told you but I will anyway."

Felicia listened as her slightly older counterpart explained her mission she just took it all in the magnitude of it her look alike had the evidence not even Mysterio could have fabricated.

"This is all well and good rather tempting to tell you the truth. But if you're here so that he can make more spider-babies then I'm sure there are better choices out there. I was attracted to Spider and could have seen a relationship with him down the road before everything went wrong I'm just 19 I expected the chance to enjoy my youth before getting to that. Besides I don't deserve a chance like this in an infinite multi-verse you can certainly find a Hardy that didn't try to kill Spider like I did. I don't deserve this."

"Don't worry about kids. I specifically selected you because some of us are going to be out of commission before long carrying his children and on the off chance that we're all pregnant at some point simultaneously we'll still need Spider to have someone to watch over him a partner in danger as it were. As for that whole fiasco with Venom don't beat yourself up about how things turned out haven't you heard things are never smooth when Black Cat's are involved. I tried to break my father out of prison too it's actually how Spider and I first met we were at odds several times but we worked it out for a time anyway. At least you got to get to know him a little bit before you had a serious confrontation."

"You broke your father out of prison how is he?"

"Dead that's why I tried to free him I knew he was dying and wanted him to spend his last days with me and Mom."

"Mom?"

"Oh right you're mother died when you were young right. Well in the world I originate from as well as the one I intend to take you Anastasia Hardy is still very much alive. Now I've wasted enough time scouting here and I can't justify not moving on to another suitable candidate if I don't get an answer by the end of the day. What's it going to be?"

"Can I discuss it with Daddy first?"

"I'll take you there myself."

It was a simple matter to teleport her into her father's cell. Walter was quite surprised.

"Felicia you're here again? I told you I'm not leaving. Now get out of here the last thing I want is for them to catch you I don't want you to get caught and become my cellmate some of these supervillains still hold a grudge from what happened last time you were here… wait (he spotted the other Felicia trying to hide in the darkness of the cell as she observed) I see you got yourself a doppleganger why's she here?"

The visiting Felicia didn't know why she let herself get so emotionally worked up at the sight of Walter this man wasn't her father not really he was merely a counterpart resident of a different reality a what-if so to speak perhaps it was a lack of closure as she'd not been at her father's bedside as he died as she'd wanted whatever it was she found herself feeling almost as if her own father was back from the dead in front of her. Tears in her eyes she hugged him.

"I love you Daddy!"

Walter was a bit confused but despite the differences (voice, age, height) between them his instincts were telling him she was legit and so he responded in kind.

"I don't recall you having any sisters care to explain." Walter asked his daughter.

"Dad I present to you Felicia Hardy… she's well not from around here."

The native Felicia continued and explained her counterparts visit and offer to her father. It was a wild story but Walter had enough direct experience with superhuman activities to give his daughter the benefit of the doubt.

"…Have you heard about what happened to Spider-Man. Who he turned out to be the mask?" she finished.

"I knew Spider-Man was Parker I'm sad that he passed he was a good kid. I'd comfort his Aunt if I could but I doubt she'd stand the sight of me."

"Wait how do you know this?"

"Spider-Man was the one who apprehended me in the first place but we'd met several hours before that and he'd let me go I was left sitting in my cell wondering about his change in attitude what I could've done made him feel so personal about me? When I encountered him and his Aunt at the trial it all fell into place and I felt awful for inflicting that pain on the boy for him to know every day that if he had only stopped me earlier Ben Parker would still be alive. Then as the months passed the new inmates were almost all caught by Spider-Man and they all had their stories he had become a true superhero making a difference in our city taking criminals off the street and protecting people from all the weirdos in costumes that started to show up. I never wanted you to follow in my footsteps. When I worked with you and Peter to prevent the breakout I noticed you're mutual attraction and that you'd clearly encountered one another in the past and I hoped you two would get together in the future I couldn't ask for a better man for my daughter even if he was a bit young for you. If you were not willing to discard the identity of the Black Cat that's what I wanted you to become his Partner in Danger and a heroine in your own right."

"We both want you to come with us. Mom's alive in the other world we can be a family again."

"Go take a few days to see if this life you've been offered is something you really want."

"And if I do will you join me?"

"Only if this other Peter can forgive me for what I've done and Cat (he was now addressing the 1984 version) I don't care if you're not really my daughter you can visit me anytime you know that. I want to hear all about what it was like for you where you came from. Now go both of you. Goodbye my little Black Cat's may our paths cross again."

A portal promptly opened and the two Felicia's left to meet up with Madame Web who had just recruited the third member of their little group.

**Marvel 1313**

**This reality is an amalglam of two What If's the first was a two part story "What if The Amazing Spider-Man Had Not Married Mary Jane/What If The Amazing Spider-Man Had Married The Black Cat" the second an unpublished story by Tom Defalco written years before ASM Annual #21.**

There were precious few realities where Peter Parker didn't die alone out of all the realities in the multi-verse there were only three where he married someone other than Mary Jane Watson. In one he managed to save Gwen Stacy and revealed his identity to her unfortunately the Green Goblin told J Jonah Jameson that Peter Parker was Spider-Man he was arrested as cops busted into the church after the ceremony. In the second reality he ended up with the Black Widow but for some peculiar reason when pregnant Natasha like a real spider carried hundreds of offspring and like a real black widow their babies' first meal was the body of their father. The third world was likewise tragic but Felicia intended to do something about that.

Peter was returning home from the funeral of his wife Felicia Hardy. He took a seat on his couch and began reflecting on recent events. What was he thinking there was no way it could have worked. Felicia and him had been just to different they weren't compatible enough unless one compromised who they were and though both had made many sacrifices neither had been willing to go that far. It was precisely those sacrifices and their continued mutual dissatisfaction that had been responsible for many of the fights in their first relationship. As much as they'd loved each other she was just bad luck and when those bad luck powers were removed it left her vulnerable. Now she was dead killed by a mercenary's bullet. The truth was he felt worse than when Gwen died after all he'd tried to save her and failed with Cat he had let her be his partner his spouse when everyone had known who she was and that she was Spider-Man's girl. But then Cat always had a way of enticing him and getting him to do stupid things. Hadn't he quit graduate school because he couldn't bear to be away from her for a moment when she was in the hospital? And the road to this moment had been very stupid indeed. The ironic thing was that it was his very fear of losing a woman close to him that put him in this situation. He remembered after he'd dumped Black Cat (If he hadn't kept interrupting her she would have broken up with him as she'd discovered her bad luck powers would eventually kill him and she had to distance herself for his own safety) he'd tried to pick up where he'd left off a year ago with Mary Jane. MJ was hesitant she didn't want to be his rebound (contrary to many people who think MJ was Peter's rebound after Gwen they didn't start dating until at least a year after Gwen died) but after a month she surrendered to her own feelings. (This is the point where the timeline diverges in the 616 Peter and MJ remained close but uneasy friends until after Peter and Cat's 2nd relationship and married right after.) Peter was careful he tried to put as little pressure on her but she knew his most intimate secret and after finding out why he did what he did appreciated both sides of him. He couldn't resist proposing and to his great surprise she said yes albeit not without hesitation. The two were engaged for several months and then the day of the wedding came. Peter was delayed a bit fighting the Vulture on his way there he started thinking and decided not to show up he remembered how one of the men to assume the identity of the Vulture had once endangered MJ just like Gwen he'd saved her then but could he really look after her year after year? It killed him but his mind was made up. Peter was on his way home when he received a phone call it was Harry. Peter was going to explain that his arrival had been delayed by a supervillain and they were going to have to postpone the wedding but he never had to make an excuse Harry asked if he was with MJ. As it turned out Liz had told Harry that shortly before the ceremony was to start Mary Jane had received a phone call from her sister Gayle offering a reconcilement and she had hardly said anything before rushing as quickly as she could to JFK airport they didn't know if the engagement was off or not but she'd left or simply forgotten the ring and he'd return it to him. Peter told him that this was all news to him and Harry offered his sympathy. Four hours later Peter was in his apartment he had tried and failed to get his fiancé on the phone trying to figure out what he was going to say, how he felt and where they might go from here when there was a knock on the door. He opened the door it was Cat Peter believed it was the first time he'd seen her in civilian attire she was stripped of her bad luck powers back from her soul searching in Europe. Costumes, hospital gowns, disguises and pajamas he'd seen but he honestly didn't think normal had any place in her wardrobe.

"Face it Tiger you Just Hit The Jackpot!"

Peter didn't know how she had learned his fiancé's (was she still his fiancé') catchphrase and at this point he didn't really care he let her in. Maybe it was that he felt burned by the possibility that MJ had rejected him like she had his first proposal, maybe he felt that she was better capable of defending himself maybe it was Felicia's own personality sense of life and play and he thought hoped really that she'd changed for the better whatever it was one thing led to another and in three days they married one another in Niagara Falls under the aliases of Peter Palmer and Felicia Harvey (As everyone knew Felicia was the Black Cat getting married under their real names would pretty much reveal Peter's secret to the world.) The two returned to New York and picked up where they left off the first couple days were great but after two weeks his doubts set in things really weren't any different than before. His fears were fully realized when he failed to prevent Cat from being gunned down by a mercenary. As he neared his apartment the phone started ringing. He picked it up it was his Anna Watson. Anna told her that Mary Jane had reconciled with her sister and had just came back to the city Anna had never seen her in a better mood and she was asking about him. It took a long time for Peter to respond he was struck by his own stupidity as he realized something he already had before. One of the reasons he had been so interested in Black Cat when they were first dating was in the aftermath of his breakup with Deborah Whitman he'd accepted because it was simply too much trouble to say no at the time and two because he believed she was better able to handle the dangers that came with being his girlfriend in a way he realized he was trying to vicariously recreate his time with Gwen and MJ without the issues that had been inherent with them. When he'd broken up with Felicia the first time he'd realized that he'd been in love with Mary Jane the whole time much like he'd discovered after the original clone saga. When the time had come for the wedding he'd let himself become consumed with his fears and doubts and it led him straight into the arms of Felicia and in a flash he understood he hadn't married her because he loved her though his passion for her was maddening at the best of times it was because he loved Mary Jane more and felt it was the only way he could keep himself away from her and ensure her safety. But that was so stupid! Maybe he feared being rejected again as well but still Felicia was a failed experiment before she'd shown up at his door he had learned on the very day they started their relationship that she was a mortal like any other that day she received eight or nine bullet wounds while fighting with him in the middle of a gang war it was a miracle she had survived as he reflected more he understood that it was a trap of fear. It was his belief that she could handle the danger that had drawn him in and was those very fears that made her attractive in the first place that kept him be her side between their fighting and the injuries, kidnappings and brushes with death she experienced (Some of which was planned in unwitting cooperation with the Kingpin) Peter had been kept in a constant state of emotional inbalance so scared of losing what he had that he barely had had the chance to think long about what it was he stood to lose. If anything in regards to danger Cat was even a worse choice than a normal woman as she would have so many more opportunities in her experience to get hurt. If Peter hadn't been so hurt and distracted by Harry's call if he had just bothered to remember the lesson of the past he would have just declined Cat's offer and she'd be alive right now. Peter knew now that if he was ever to have a chance at being happy and building the life he'd always wanted he needed to accept mortality there wasn't any way he could cheat it so he had to follow his Uncle's advice and live life to the fullest. He reached for the phone to call Mary Jane but stopped himself when he realized that he had seen his wife die Felicia had cheated death before having drowned nearly twice there was that whole nine lives thing a part of him knew there was no chance but what if she really was alive and reentered his life just as he and MJ got back together? On the other hand he had married her under the alias there had been no witnesses that knew him if she were really dead he would never have to mention the incident to Mary Jane or anyone again he could finally get his life together. His mind made up Peter was just about to dial the number when he arrived at the front door of his apartment he entered and shut the door behind him. It was weird the lights were turned off. He flipped them on and there was Felicia standing in the kitchen. He approached in mixed emotion still trying to convince himself of the sight.

"You're alive! I knew you'd make it somehow. But you could have let me know before the funeral that was very mean."

They embraced and kissed long and hard Felicia found it hard to convince herself this wasn't the Peter she remembered.

"No Spider I'm not the Felicia you remember your wife is dead."

"Imposter what kind of sick game is this are you Mysterio?! The Chameleon? How'd you find out about us?!"

"Calm down I'm still Black Cat just not yours. I'm from an alternate reality."

"I'm gonna need some kind of proof? Maybe you're lying and you're my real wife trying to shake things up?"

"And if that were the case do you really think I'd need to come up with some crazy story like that Spider?"

"Um no I don't think so."

Follow me Parker. She took his hand and dragged him towards the bedroom he finally realized his spider-sense had never gone off he wasn't in any danger but he was still wondering if the bedroom was really somewhere he wanted to go. When they finally reached it Felicia opened the door and Peter saw a crib next to his bed. Peter gasped as Felicia removed a beautiful baby girl from it.

"Her name's Katharine do you want to hold her?"

"That can't be our baby you weren't pregnant at any time we were together and you'd certainly have told me about it when we were married."

"You still don't get it. This is Spider-Man's… Parker's child but you're not the father."

"What happened you're husband died and you're looking for an alternate Peter to raise your daughter?"

"Actually no. Her father is alive and well married to Mary Jane… Most of the Spider-Men that are still breathing are but he doesn't know the child exist. I was searching for him going to let him know about the child we'd brought into the world I didn't know what had happened in my absence but an older version of Plain Jane from another reality stopped me. Spider-Men from all over are being killed by some super-powered family and apparently some creature called the Master Weaver has a pet project where universes are selected and shielded so that their Peter's can repopulate reality with Spider's."

"This is all well and good but I'm going to need some proof."

"Look for yourself."

Felicia opened the bedroom door and Peter saw two other Felicia's one in her Black Cat costume slightly younger than the one he'd been talking to the other roughly forty in a black dress.

"Hey Spider."

"So That is it you all want me to make baby spiders?" Peter said his mind going back to a daydream he'd once had of having a family with Black Cat

"Spider-Cats would be more accurate and no that's what the Weaver and that Web woman want. We just want you. But we're not asking for your pity if you want to go see Plain Jane and tie the knot go right ahead. But remember you married a Felicia you still have the certificate so if there is a part of you that still loves her then you can have us ALL of us and more…"

Peter looked at her and baby Katharine then at young and old Felicia then back again he knew he should say no but once again Felicia had a way of getting him do stupid things.

"This is… this is… I'm going to ha-"

And sometimes the Parker Luck made for terrible timing. The doorbell rang and young and old Felicia rushed to hide in the closet. Peter looked at the remaining one silently pleading for her to conceal herself and the baby as well but she stood her ground. Finally he opened the door it was Mary Jane.

"Peter! I'm so happy to see you! I'm sorry I left like that but I couldn't turn Gayle down now I'm sure we can live our lives like we… Oh she's here."

"Hello Molly Joe Peter and I were just talking. Maybe you'd like to hold the baby."

Mary Jane took hold of it and looked at the child knowing this couldn't be good.

"She's beautiful."

"I certainly hope she is Peter's the father."

MJ gasped she knew there was a chance this could be some sort of trick but she certainly hadn't been expecting this.

"Peter is this true?"

"I… I don't know. It's…"

"It was good to see you again. I guess we'll talk another time."

She couldn't leave fast enough. Felicia didn't say good riddance or anything nasty when her rival left but she may as well have from her expression. As Peter closed the front door the other two emerged and they started arguing and debating about what had happened old Felicia was mad because she was friends with her world's MJ and she didn't need to do that although she was willing to admit when asked that she'd felt a little pleasure at the role reversal given how much of a blow it was for her when she found out her world's Peter was married. Young Felicia didn't care too much she just wanted to have some fun and get to know Peter better. The one that was Katharine's mother said she'd act better in the future and had no intention of driving and further a wedge between Peter and Mary Jane she had to show some respect given the opportunity had been presented by Web and leaving room for MJ was a condition of there being here. As the two went on and on Peter just couldn't handle it he wasn't going to chase after Mary Jane not until he figured out what he could say. Finally the discussion between the three Black Cat's ended and Katharine's mother turned to him.

"So Spider what's it going to be yes or no?"

Old Felicia seemed sympathetic and reassuring while Young Felicia was expectant but not overly anxious. But Peter gave no answer he leapt out the skylight and began running across the rooftops.

"That could have gone better." Old Felicia observed

"Should we chase him?" Young Felicia asked Mother Felicia reminiscing of some of the races she'd had with her world's Spider-Man.

"We needn't worry he'll come back to us it'll all work out fine."

"And how do you know that?" Old Felicia asked

"Because you're blind friend told me. Now any ideas on how we could welcome him when we comes back."

Two hands were raised and the discussion began.

**(1313) Peter Parker: Height 5'10, brown hair, Spider-Powers age 23**

**(1984) Felicia Hardy: Height 5'10, blond hair dyed white, dormant cat totem age 23 Mother of Katherine**

**(982) Felicia Hardy: Height 5'10, blond hair beginning to pale, age 42**

**(1540) Felicia Hardy: Height 5'7 ½, blond hair dyed white, age 19**

**(1984) Katherine Hardy: brown hair, blue eyes, daughter of 1984 Peter and Felicia, Abilities undetermined, age 1 month.**

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	2. Interlude Part 1 of 2

**Interlude Part 1 Of 2**

**Like the one in Face It Tiger this interlude takes place at some point after the first act and I will combine its parts into a one shot later.**

**Marvel 2004**

**I haven't played the game this world's based on in years so my apologies if my recollection is poor.**

Felicia's next stop was the world of the Spider-Man 2 game. As it turned out two weeks after this world's Peter who bore an uncanny resemblance to Tobey Maguire rejected Black Cat and saved MJ and the city from Doctor Octopus's fusion reactor he was killed by the twin Inheritors. This world's hadn't formed the same obsession with men dressed as arachnids as most of her counterparts that assumed the identity of the Black Cat she liked him to be sure and his death was hitting her a lot harder than she thought but they hadn't known each other that long and they'd hanged out mostly for fun. She just returned to her hideout after defeating the Vulture (they were trying to steal the same thing and their timing overlapped) she was just about to start changing into something more conventional when she saw her visitor waiting on the coach.

"What are you a clone?" she responded resuming her activities like it was nothing "I don't have time for that and you can't borrow my stuff."

"Wouldn't think of it." Felicia replied as she got a good look of this counterpart her hair was dyed white like most but it was relatively short she was young to not of legal drinking age yet. "It's not like there's anything worth stealing here."

"If I just wanted to stare at trinkets I'd work at a museum or jewelry store not rob them. Now are you going to tell me who you are and why you're here?" she finished changing and was now in her pajamas.

"How do you feel about Spider-Man?"

"He died a few days ago I hardly think it matters anymore I thought we were destined to be together but we were just having fun we didn't have time to get serious or anything… wait you're not my future self don't tell me some mad scientist revived him a few years from now and we lived happily ever after."

"Hardly." She then proceeded to explain her reason for coming.

Black Cat listened without an ounce of doubt which given the difference between the two's world was pretty surprising she liked the idea (well except for the part of sharing Spider) and she had already made her decision but she wasn't going to give her answer until she got a little more out of her new friend.

"So will you come with me?"

"What if I say no? If there are infinite worlds then there's no shortage of better and more willing candidates. Why me?"

"My reasons are my own. And you can come with me or you can be collected you'd be doing yourself a monumental disservice to decline and I won't allow that not when I know what you're turning down and how many Felicia's have wasted ten, twenty years waiting for something like this."

"We'll it's good to know you're devoted to your cause who knows you and Red might actually save everyone. I'm not tied down here or anything what about this world of yours what's it like."

Felicia explained the Marvel Universe given its complexity compared to this one where there was only one superhero now dead and less than a dozen supervillains some of whom were dead as well it was very enticing for a thrill seeker who was just starting to get bored with the challenges her realm presented.

"Spider will try to stop me from indulging in my hobbies… won't he?"

"Don't worry we're planning the heist of the century right under all the costumed types noses."

"I'm in."

The two swiftly departed leaving Harry Osborn the city's sole defender two months later when the city was overrun by symbiote/sandmen after an unusual asteroid landed in Central Park.

**Marvel 75**

The world Black Cat next went to was one very similar to the medieval one Kang visited. The difference was in this one the Dragon Fin Fang Foom destroyed the castle of Harry Osborn and his Sinister Twelve before Sir Peter Parker and his Knights could begin their offensive. The death of Mary Jane was an unpleasant result as she had been locked away in the dungeon for three months. Peter mourned as he had for Princess Gwendolyne and nearly gave up on love it seemed everyone he cared about was destined to die. As a result he didn't much care who the kingdom tried to set him up with. Lacking any living relatives after the death of Gwendolyne King George had appointed Peter his heir. The noblemen disappointed at having a future king of mid-tier blood scoured the world for worthy princesses to start this new dynasty. Peter found himself in the same position Gwendolyne that night as he sat in the palace as an array of suitors were brought before him. None caught his interest except for Princess Silver Sablinova off Symkaria like the others she was quite attractive and charming but unlike the others their chemistry was formidable to say the least. Peter had yet to learn much about international affairs but he had a basic knowledge of Symkaria the country was small and quite poor but it offered the most capable band of mercenaries to walk the earth. The two shared a remarkable evening one that went far further than either had intended and the next morning he announced his engagement with the formidable silver haired Princess. King George and most of Parker's comrades in arms manifested their approval of Peter's choice the lords and such believed he could have picked more advantageously but a princess was a princess. Symkaria was currently embroiled in a major border conflict so the date was a year off in that time Peter only saw the warrior princess two more times and his heart slowly led him in another direction. When she was alive Mary Jane hadn't been the Osborn's exclusive servant but at times also worked for The Lady Felicia she'd never much talked about it but the Lady was about their age and had a reputation as an eccentric. Her mother had been a woman of great wealth and noble heritage her father was of low class and a thief for the sake of thieving imprisoned long ago in a dungeon who knows where. When her tutoring was complete The Lady Felicia did not follow the direction of others but choose to train herself and join the knights of The Order of The Spider. No one took the effort seriously of course a female knight there had never been such a thing but Felicia had shown her battle prowess and was enrolled with the others during their campaign against Octavius. They fought day by day at each other's side the air charged with their mutual attraction it was only a matter of time before they entered a secret relationship one with the date of a prior engagement hanging over it. As the fateful day of the marriage of Peter and Princess Silver arrived however death came not for Peter's love however but the noble Knight himself in the form of the Inheritor Karn. Two thirds of the wedding ceremony between Peter and Silver had elapsed when the palace was interrupted by his arrival though the warriors present fought valiantly their resistance hardly bought seconds for the unlucky groom. He was impaled by The Inheritor's spear and the life was swiftly drained out of him. The stunned crowd did not begin to respond until Karn simply plowed through the walls of the palace and moved on to his next target. King George, Jonathan Storm and Silver Sablinova each delivered a speech that night before Peter's remains were burned on a funeral pyre Felicia still aching from the beating cried the whole night as she watched him burn. While others eventually left she remained the whole night and had not yet fallen into sleep the next morning. She was continuing to weep near his ashes when her counterpart arrived through a portal. The Lady didn't see it and was rather spooked when Black Cat made known her arrival.

"Hello Felicia you're in luck."

"The Chameleon's locked in prison. This isn't possible you can't be me. I… I must be dreaming perhaps I'll wake up and find myself in bed with my beloved, that this has all been a dream?"

"Dreaming no the second part that can be arranged."

"What do you mean?"

"It's very complicated I don't think you'd understand. Let's just say I'm you're fairy godmother here to make your wish come true. I can take you to Peter but you'll have to leave here for another world and you'll have to share him."

"That's not a problem a fortnight ago I urged him if he married Sablinova to allow me to carry on as his mistress he never responded or let me know whether or not he was going to go through with the ceremony. If we were discovered I'd take the blame how could he resist an eccentric seductress as myself?"

"What about the kingdom?"

"Peter was the crown prince his position will go to one of his brothers Reilly or Kaine I've fought with both of them valiant warriors to be sure they will serve the kingdom well. Now aren't you going to help me ascend to the sky or something surely you're taking me to the heavens."

"I'm afraid you're mistaken. Our route is a bit more horizontal."

The Lady Felicia gasped as her counterpart pressed the button on her remote and a portal opened. After recovering she was not the least bit hesitant as she was escorted through.

As it turned out King George lived longer than anyone expected but when he passed the land crippled by a war on two fronts the first a bloody civil war between the Parker's the second assisting the Symkarian's in the defense of their homeland from the Latverians the kingdom was slowly conquered by an old enemy of Peter's parents a villainous fellow with a head/skull as red as blood.

**Marvel 2010**

**This is a reality almost identical to the Edge of Time videogame.**

Felicia's next choose a world that was quite a gamble because the counterpart or rather counterparts that lived in it could go out of existence at any moment. In this reality an Alchemax employee named Walker Sloan had gone back in time to found the company earlier Peter Parker and Miguel O' Hara had worked together to prevent any damage to the time-stream as well as the death of Peter at the hands of a mind controlled Anti-Venom. In order to save Peter's life the two had switched time periods and were now working on both sides to resolve the issue problem was the cumulative effect of everything that was going on was causing the timeline to adjust itself at an accelerating rate and it appeared that while Miguel was trying to save Mary Jane's life in the present in the future Peter Parker was plagued by an old lover. Alchemax had the genetic material of this world's Felicia and had cloned an army of Felicia's all were enhanced some more than others (Most of them had blue hair and were only slightly enhanced but there leader looked almost identical to the original and was nearly a match for the webslinger) with the DNA of Tigra and an unidentified teleporter. The Black Cats were responsible for security in addition to all of the robots and mutated freaks their leader possessed a key Spider-Man needed and the Cat was anxiously awaiting their "date" it was a date however that would never come. Cat heard the sound of the portal behind her and was astonished to see her counterpart appear. The clone approached the visitor the only clones that looked like her were dormant bodies her mind would be downloaded into if she died on the job so this came as a surprise.

"Felicia is that you the real you?"

"In a manner of speaking."

"Rumor was you were murdered decades ago. Gosh that anti-aging drug has worked wonders on you."

"I'm sorry Cat but I'm not the Hardy you're thinking of. I'm her counterpart from an alternate universe. Can you fill me in on what happened to her?"

"Peter changed the day Red died. He systematically wiped out all of his villains and became the CEO of Alchemax. A few years later he lured my predecessor the real Felicia here to trade her genetic material in exchange for an anti-aging drug he had cooked up. Peter had some rather personal plans for an army of Black Cat clones he didn't tell Felicia that the drug was untested or that he had developed it for himself. It worked perfectly but after he used it on himself he gradually lost interest in Felicia and us and became absorbed in his work time travel technology especially. Felicia moved on with her life and as for us we were demoted to a superpowered security detail my sisters and I never saw him again. Even with my teleportation abilities he's had us chained when we were cloned our memories were buried a result of tampering with our material to give us these nifty powers. He used hypnotherapy to bring our memories up to the surface and made use of the opportunity to instill in us a fear of unenclosed spaces so we could never leave Alchemax. But now his younger self is here before he changed perhaps I can fix everything. Haven't seen Spider in so many years you have no idea how much we've wanted to have a little fun." 

"It sounds like this Peter became a real jerk you sure he didn't program you not to fall out of love with him or something?"

"He wouldn't have needed to. You know how Spider is."

"I came here to stop you from meeting him here."

"Why would you?! I can't I won't let you!"

"Calm down. I know you can just teleport out of here but hear me out. The reason I don't want you to meet Parker here in Alchemax is because this time-periods Spider-Man is in the past tinkering around with the time-line if I don't extract you from this reality cutting you off from the time-line than you will cease to exist you meeting Spidey's the quickest way to go I can guarantee you'll vanish in his arms."

"I'll take that chance my life is meaningless without him better to never have existed then spend another day in this cage without my Spider."

"What if I told you that there was another way that you could get what we both want."

"I'm listening."

Felicia made her offer and explained as much of the situation as she knew to the clone.

"What's the catch?"

"You would have to share him with some of your counterparts."

"I've waited nearly a century do you seriously think I'd have any problem with that." Said the clone that worked routinely with hundreds of "sisters"

"That would be a yes."

"Just give me a few minutes there are a couple things I'd like to "borrow" from Alchemax."

"You can't with Miguel in the past the timeline could erase you at any moment."

"It's a risk I'm willing to take. When you take me to Peter I want to bring a gift and an army is as good a gift as any."

"Oh… I see where you're going."

"Be back before you know it."

The Black Cat clone teleported to locations all over the facility and back when she had finished a moment later there was about four tons of equipment ready to be brought with her to her new home.

"Are you ready?"

"Please I was born ready."

The two departed leaving the key this reality's Spider-Man was looking for in an easy to find spot no hassle. This and other effects of her departure set off several chain reaction that dramatically improved the timeline when it was fixed not only was the founding of Alchemax delayed to its proper time but in the new timeline after the Civil War broke out several months later when given an offer Peter simply told Mephisto to go to hell. His second child Annie was born eight months later and Kaine found and returned May weeks after that. An Amazing Spider-Man Family was formed and it had all been unwittingly caused by Felicia's appearance.

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